Changes to the composition of Capgemini’s Board of Directors
proposed to the 2022 Shareholders’ Meeting
Paris, March 17, 2022 – The Board of Directors, based on the report of the Ethics & Governance Committee, deliberated on the changes to its composition to be proposed to the upcoming Shareholders’ Meeting of May 19, 2022.
The Board of Directors will propose to the 2022 Shareholders’ Meeting the renewal of the terms of office of Messrs. Paul Hermelin, Xavier Musca and Frédéric Oudéa and the appointment of Ms. Maria Ferraro and Mr. Olivier Roussat as members of the Board of Directors for a period of four years. These proposals are in line with the Group’s ambition to further the international diversification of its composition, deepen its sector expertise and enrich the diversity of its profiles.
Following a successful management hand-over phase, the Board of Directors proposes to retain, at the end of the next Shareholders’ Meeting, a governance structure separating the duties of Chairman and Chief Executive Officer and to reappoint Mr. Paul Hermelin as non-executive Chairman of the Board, subject to the renewal of his term of office by the Shareholders’ Meeting. The reappointment of Mr. Hermelin would enable the Board to continue to benefit from his experience, his expertise and his in-depth knowledge of the Group.
During the Board Meeting following the Shareholders’ Meeting, the Board of Directors also proposes to reappoint Mr. Oudéa as Lead Independent Director, subject to the renewal of his term of office as a director by the Shareholders’ Meeting.
Ms. Maria Ferraro, a Canadian citizen, has acquired throughout her career financial expertise and solid experience in the manufacturing, technology and energy sectors within a global group at the heart of the Intelligent Industry’s development. She would bring to the Board her inclusion and diversity expertise, as well as her knowledge of European and Asian markets.
Mr. Olivier Roussat, a French citizen, is chief executive officer of a global construction, energy and transport infrastructures group, which is also a leader in the French media sector and a major telecoms player in France. He would bring to the Board his sector experience, particularly in the telecoms and media sector, as well as his expertise in digital and technology transformation.
The Board of Directors considers Ms. Maria Ferraro and Mr. Olivier Roussat to be independent pursuant to the criteria of the AFEP-MEDEF Code to which the Company refers.
The Board of Directors warmly thanked Ms. Laurence Dors, who expressed her wish not to renew her term of office, for her contribution to the work of the Board and its Committees throughout her term of office, and particularly as Chairman of the Compensation Committee. Mr. Patrick Pouyanné will become Chairman of the Compensation Committee following the Shareholders’ Meeting.
Assuming the adoption of these resolutions by the Shareholders’ Meeting of May 19, 2022, the composition of the Board of Directors would therefore count 15 directors, including two directors representing employees and one director representing employee shareholders. 83% of its members will be independent, 40% will have international profiles and 42% will be women1.
Ms. Maria Ferraro
A Canadian citizen, Ms. Maria Ferraro is Chief Financial Officer of Siemens Energy AG and Siemens Energy Management GmbH, as well as Chief Inclusion & Diversity Officer at Siemens Energy.
Ms. Maria Ferraro was appointed Member of the Executive Board and Chief Financial Officer of Siemens Energy AG and Member of the Executive Board and Chief Financial Officer of Siemens Energy Management GmbH effective May 1, 2020. Prior to her appointment, she held several senior management positions in Corporate Finance within Siemens in the United Kingdom, as well as in Canada, Germany and the United States.
Before being appointed Chief Financial Officer of Siemens Energy, Ms. Maria Ferraro held the position of Chief Financial Officer for the operating company Digital Industries as well as Chief Diversity Officer at Siemens AG.
Ms. Maria Ferraro was born and educated in Canada. She is a designated Chartered Accountant and spent her early career with PricewaterhouseCoopers (PwC) and Nortel Networks, holding a variety of roles in Canada and on a global level whilst gaining in-depth experience in European and Asian markets.
Mr. Olivier Roussat
A French citizen, Mr. Olivier Roussat is Chief Executive Officer of Bouygues SA.
Mr. Olivier Roussat is a graduate of Institut national des sciences appliquées (INSA) in Lyon. He began his career with IBM in 1988 where he held a range of positions in data network services, service delivery and pre-sales. He joined Bouygues Telecom in 1995 to set up the network management center and network processes. He then became head of network operations, and telecoms and IT service delivery. In May 2003, he was appointed network manager and became a member of the Executive Committee of Bouygues Telecom. In January 2007, Mr. Olivier Roussat took charge of the Performance and Technology unit which groups Bouygues Telecom’s cross-disciplinary technical and IT departments, including networks, information systems, process engineering, purchasing, corporate services and property development. He was also given responsibility for Bouygues Telecom’s headquarters and Technopôle buildings.
Mr. Olivier Roussat became Deputy Chief Executive Officer of Bouygues Telecom in February 2007 and was appointed Chief Executive Officer in November 2007. He was then Chairman and Chief Executive Officer of Bouygues Telecom from May 2013 to November 2018, before being appointed Chairman of the Board of Directors on November 9, 2018. On October 1, 2019, he was appointed Chairman of the Board of Directors of Colas.
On August 30, 2016, Mr. Olivier Roussat was appointed Deputy CEO of Bouygues and on February 17, 2021, he was appointed Chief Executive Officer of Bouygues.
Mr. Olivier Roussat is also Chairman of the Board of Directors of Bouygues Telecom and Colas, a director of TF1 and Bouygues Construction and a member of the Board of Bouygues Immobilier.
Capgemini is a global leader in partnering with companies to transform and manage their business by harnessing the power of technology. The Group is guided everyday by its purpose of unleashing human energy through technology for an inclusive and sustainable future. It is a responsible and diverse organization of 325,000 team members in more than 50 countries. With its strong 55-year heritage and deep industry expertise, Capgemini is trusted by its clients to address the entire breadth of their business needs, from strategy and design to operations, fueled by the fast evolving and innovative world of cloud, data, AI, connectivity, software, digital engineering and platforms. The Group reported in 2021 global revenues of €18 billion.
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 The directors representing employees and employee shareholders are not taken into account in calculating this percentage, in accordance with the provisions of the AFEP-MEDEF Code and the French Commercial Code.